Advanced Short Course in Business Rescue Practice

Transcription

1 Advanced Short Course in Business Rescue Practice (Online Course) WELCOME AND INTRODUCTION TO LEGAL EDUCATION AND DEVELOPMENT (L.E.A.D) With 30 years of experience, the legal education division of the LSSA is well placed to understand the needs of a modern-day law practice. LEAD offers a wide range of top-quality courses, seminars and diploma programmes designed to give legal practitioners the knowledge and skills to manage their practices successfully. PURPOSE OF THE COURSE This course will give you the necessary skills to act as a business rescue practitioner and fulfil your duties in accordance with the letter and spirit of the law. You will be able to advise and protect the interests of your clients who may find themselves involved in business rescue proceedings. Your clients could include directors, creditors, shareholders or employees of a company in financial distress. The online course is a joint initiative between the Law Society of South Africa (LSSA) and the University of South Africa (UNISA). Course registration and execution will be channelled through Legal Education and Development (LEAD) Lifelong learning towards a just society Legal Education and Development (L.E.A.D) Tel: +27 (0) (switchboard) Website: Address: PO Box Sunnyside 0132 Docex 227 Pretoria Old Main Building, 145 Steve Biko Street, Sunnyside, Pretoria

2 BACKGROUND ON BUSINESS RESCUE Although judicial management had been part of South African company law for almost a century, it was never widely accepted or used in spite of attempts to improve it by amendments to the relevant legislation. The Companies Act 71 of 2008 introduced a newly created corporate rescue procedure in the form of business rescue proceedings. The purpose of the proceedings is to provide for the efficient rescue and recovery of financially distressed companies while ensuring the rights and interests of the relevant stakeholders are balanced. Having a successful and effective corporate rescue regime is of great importance to the economic growth and stability of this country. Steps have been taken to provide the framework for a more successful rescue procedure for viable businesses. However, it will require experienced and properly qualified business rescue practitioners as well as good faith and trust from all stakeholders to make this work in practice. APPOINTMENT OF BUSINESS RESCUE PRACTITIONERS The Companies and Intellectual Property Commission (CIPC) is responsible for appointing Business Rescue Practitioners and does so by matching the project to the nominee. Practitioners receive an interim conditional licence for each of their assigned projects. This licence lapses when the project comes to an end and a new licence must be issued for a new appointment. The process for appointing interim conditional licenses for Business Rescue Practitioners is not automatic or guaranteed. Nonetheless, the CIPC regards the completion of a relevant training course as an important factor when considering an application for registration. Other factors include the practitioner s experience in business management and sound professional standing. Having worked as a team member with a registered business rescue practitioner can also count in an applicant s favour. After completing the online course, students should be able to 1. Explain and practically apply the provisions of the Companies Act of 2008 pertaining to commencement of business rescue proceedings and appointment and functions of a business rescue practitioner. 2. Explain in detail the relationship between corporate governance and business rescue. 3. Draw up and implement strategic plans/turnaround strategies for companies in distress. 4. Provide advice to attorneys, accountants and other professionals appointed as business rescue practitioners. 5. Explain and practically apply the relevant principles of labour law (e.g. the procedure for retrenchments and other dismissals) and important principles of the law of contract. COURSE DURATION Six months WHO MAY REGISTER FOR THE COURSE? Professional people who are interested in understanding the principles of business rescue. This includes lawyers, legal advisors, auditors, financial advisors, bank decision-makers, investors, businesspersons, liquidators, managers and trade union representatives. Page 2 of 7

3 SYLLABUS There will be one module, divided into five study units STUDY UNIT 1: Provisions of the Companies Act, 2008 regarding commencement of business rescue proceedings: Requirements Procedure General consequences STUDY UNIT 2: Provisions of the Companies Act, 2008 regarding the appointment and functions of a business rescue practitioner: Procedure for appointment Qualifications for appointment Removal Duties and personal liability STUDY UNIT 3: Important principles of labour law Prescribed procedure for retrenchments and other dismissals Cost implications of retrenchments Note: The Companies Act, 2008 specifically provides that all employees continue to be employed on the same terms and conditions as before commencement of business rescue proceedings, and the practitioner may not suspend or apply to court for termination of these contracts in the way that he/she is authorised to do with other contracts of the company. The normal prescribed procedure and requirements of the Labour Relations Act must, therefore, be followed should retrenchments be necessary. STUDY UNIT 4: Important principles of the law of contract The power of the practitioner to suspend or to apply for cancellation of contractual obligations of the company. STUDY UNIT 5: Basic principles of financial management Although a business rescue practitioner who is a legal practitioner will have to use the professional services of an accountant or auditor in the preparation of the rescue plan, this study unit will explain how to read and understand the financial statements of a company. It will also show how to determine whether the company is in financial distress, and whether there is reasonable prospect of rescuing the company. ADMISSION REQUIREMENTS An LLB or bachelor s degree incorporating a study of company law. Alternatively, an equivalent South African National Qualifications Framework (NQF) level 7 qualification. METHOD OF STUDY There are no formal classes. As the major part of the course will be studied online, it is required that students have access to an account and the Internet. 1. Students are provided with a study guide to work through on their own. 2. Tutorial letters and two formative assessments (assignments) will be made available online via LEAD s e-learning platform (e-leader). This will enable students to access the electronic distance education facilities in order to download study material and submit assignments. 3. Students will have to submit two assignments online and write an open-book examination. The examination paper will be provided electronically to students who must then submit their answers to the examination 24 hours later, also electronically. 4. Workshops will be arranged in Gauteng, Cape Town and Durban, provided there is sufficient interest in these areas to make it financially feasible. 5. Formative assessment and examination admission will comply with UNISA s formative assessment rules and policies. 6. The language medium is English. OTHER COURSE DETAILS Total credits: 12 Credits South African National Qualifications Framework (NQF): Level 8 Page 3 of 7

4 LECTURERS Professor Anneli Loubser Professor in Corporate Law (Lecturing on the Companies Act, 2008) UNISA Qualifications: BA LLB (Pret) LLM LLD(Unisa) Thesis title Some comparative aspects of corporate rescue in South African company law. Admitted Attorney, Notary and Conveyancer Publications Professor Loubser has published extensively on the topic of business rescue in particular and has been quoted in judgments of the High Court of South Africa. She also contributed four chapters to Mars - The Law of Insolvency in South Africa (9 edition), the standard textbook used by the courts. Fields of specialisation: Corporate Law and Insolvency Law Memberships: Member of the Litigation Committee of the Financial Services Board Member of the 3rd King Committee on Corporate Governance (sub-committee business rescue) Member of the Turnaround Management Association Professor Mpfari Budeli Professor in Labour Law (Lecturing on Labour Law) UNISA Qualifications: LLB LLM (Unin) PhD (UCT) Courses taught: Advanced Labour Law; Collective Labour Law; Labour Law; Occupational Health and Safety Law Field of specialisation: Labour Dr Michael Lehloenya Senior Lecturer in Corporate Law (Course leader and lecturing in Corporate Law) UNISA. Qualifications: BA (Law) LLB (Lesotho) LLM (Pret) LLD (UFS). Courses taught: UNISA: Advanced Corporate Procedures; Corporate Procedures; Entrepreneurial Law; Commercial Law; Company Law Fields of specialisation: Corporate Law, and International Trade Law HOW TO APPLY? 1. Please complete the registration form and it to bettie@lssalead.org.za together with : a copy of your identity document/passport; a copy of your highest degree obtained; proof of payment or payment details; and a short curriculum vitae (Not more than two pages). 2. Note that for communication purposes, it is important to supply us with all your contact details i.e. address, landline, fax and a cell phone number. LEAD will be unable to confirm a registration without an address. 3. If you do not receive confirmation of registration from LEAD within five business days, please immediately follow-up with Bettie Lubbe on bettie@lssalead.org.za. CLOSING DATE FOR REGISTRATION Registration for the second semester closes 22 July The study guide will be posted to students after the closing date. Students residing in Gauteng may collect their material. This needs to be arranged with Bettie Lubbe from LEAD s office in Pretoria. FEE STRUCTURE (VAT INCLUSIVE) Student Total Fees Payment Plan Amount payable on registration (initial payment) Balance payable before 1 Sept 2013 Practising attorneys & candidate R4 855 R2 500 R2 355 attorneys Other R6 200 R3 600 R2 600 Payment can be made in full or through a payment plan (see above). The initial payment should be made upfront by credit card or direct deposit. Payments by cheque will not be accepted. No registration will be confirmed if the proof of payment of at least the initial payment has not been received by LEAD. Page 4 of 7

5 CERTIFICATE Upon successful completion of the course and payment of the full tuition fee, a certificate will be issued jointly by UNISA and LEAD. CANCELLATION PROCEDURE A student will only qualify for a refund should he/she cancel his/her attendance in writing before commencement of the course and before receiving material, subject to deduction of a cancellation fee of R500. Should a participant discontinue his/her training prior to the end of the course, he/she would be responsible for the full tuition fee The only exceptions are if the reasons for cancellation are one of the following: Death of a close family member (death certificate should be submitted); Severe medical condition which results in the student no longer being able to continue with the course (medical certificate should be submitted); LSSA/UNISA has the right to terminate a student s participation should the course fee not be paid as required in which case the learner would still be liable for payment of the full course fee. PLEASE NOTE LEAD reserves the right to cancel a learning activity should the number of delegates not justify the costs involved. Registered delegates will be given reasonable notice of cancellation. TERMS AND CONDITIONS OF REGISTRATION Each LEAD learning activity (seminar, workshop, course etc.) has different terms and conditions of registration. Please refer to the website ( for more details on the terms and conditions specific to this learning activity or contact LEAD on ENQUIRIES For more information and registration for this course, please consult the LEAD website or contact Bettie Lubbe at LEAD: bettie@lssalead.org.za Tel: +27(0) Page 5 of 7

6 ADVANCED SHORT COURSE IN BUSINESS RESCUE PRACTICE REGISTRATION FORM Please complete the form and it together with the following documents to A copy of your identity document/passport - A short curriculum vitae (not exceeding 2 pages) A copy of your highest degree obtained - Proof of payment or payment details APPLICANT S DETAILS Surname: Full names: Title: Preferred Name: Docex/Postal address (Docex preferred): Residential address (home): ID number: Race: For reporting purposes Code Code Tel no (w): ( ) Fax no : ( ) Employer: Occupation: Qualification/s: Cell no : address : Where did you hear about the course? SMS Word of Mouth Newspaper Employer Docex Other EMPLOYER DETAILS (Please complete only if the Applicant is sponsored by the employer) Firm/company name: Tel: ( ) address Contact person: Job title Postal address: I, (the employer s authorised signatory) hereby declare the above information to be correct. I accept full responsibility for fees payable to the Law Society of South Africa for the above-mentioned learner and course. Employer Signature Date LEAD reserves the right to cancel a learning activity should the number of delegates not justify the costs involved. Registered delegates will be given reasonable notice of cancellation Terms and Conditions of Registration Each LEAD learning activity (seminar, workshop, course etc.) has different terms and conditions of registration. Please refer to the website ( for more details on the terms and conditions specific to this learning activity or contact LEAD on Contact Bettie Lubbe at LEAD bettie@lssalead.org.za / Tel +27(0) LEAD switchboard: Tel +27 (0) Page 6 of 7

7 ADVANCED SHORT COURSE IN BUSINESS RESCUE PRACTICE : REGISTRATION FORM (CONTINUED) Name of Applicant: FEE STRUCTURE (VAT INCLUSIVE) Applicant Practising attorney and candidate attorney Full Price Payment Plan Amount payable on registration Balance before 1 Sept 2013 R4 855 R2 500 R2 355 Other R6 200 R3 600 R2 600 Payments by cheque will not be accepted. PAYMENT DETAILS Responsible for payment: Employer Applicant Payment to be made: Full fee Payment Plan Payment by: Electronic Funds Transfer (EFT): Bank Details Amount: R Bank: First National Bank (FNB) Branch: Pretoria Branch code: Account Holder: Law Society of South Africa Account Number: Account Ref: (BR surname and initials) faxed to Payment by: Credit Card Amount: R Master Card Visa Card Expiry Date Card Number Name of Card Holder Payment Plan 1 st Payment Date: Amount : R Signature 2 nd Payment Date: Amount : R Signature For security reasons. credit card payments must be accompanied by photocopies of both sides of the card. Cancellation 1. A student will qualify for a refund only if he/she cancel his/her attendance in writing before commencement of the course and before receiving material, subject to deduction of a cancellation fee of R Should a student discontinue his/her training prior to the end of the course, he/she will be responsible for the full tuition fee. The only exceptions are if the reasons for cancellation are one of the following: a. Death of a close family member (death certificate should be submitted); b. Severe medical condition which results in the student no longer being able to continue with the course (medical certificate should be submitted); 3. All refunds must be claimed in writing not more than 30 business days after cancellation. Failure to claim a refund within 30 business days from cancellation will result in forfeiture of the refund. 4. LSSA / UNISA has the right to terminate a student s participation should the course fee not be paid as required in which case the student will still be liable for payment of the full course fee. 5. Cancellations must be done in writing and submitted either by fax or bettie@lssalead.org.za. General 1. I agree that having registered for the Advanced Short Course in Business Rescue I am liable for the full course fee. 2. I am familiar with the Advanced Short Course in Business Rescue course outcomes, content and fully comprehend the specifics explained in this document. 3. I understand that all assignments and examinations (portfolios) will be done online and that I have access to the e-leader platform via the internet. 4. I acknowledge that the initial payment needs to be made before any material will be mailed to me. 5. I accept that a certificate will be issued only if I comply with the academic and financial requirements. 6. I agree to submit my original own work and will not obtain any external assistance except from the course facilitator. I understand that if I am found not to be complying with this, my participation in the course may be terminated and the matter reported to my statutory provincial law society. 7. I understand that UNISA/LEAD reserves the right to call in any student for an oral examination. 8. I acknowledge that I have read and understood the above, and hereby, sign as proof. I hereby agree to abide by all the terms conditions relating to the Advanced Short Course in Business Rescue Practice. Applicant s Signature Date Page 7 of 7